News

Livewire Mobile, Inc. announced today that the sale of certain of its assets and liabilities to OnMobile Global Limited has closed.

In connection with the closing, the Company received cash proceeds (net of transaction costs) of approximately $14.3 million. An additional $2.9 million was placed into escrow for certain performance and other contingencies. No distributions to shareholders are planned at this time.

$1.74 million of the proceeds will be deposited with the United States District Court of Massachusetts in compliance with an order stemming from a suit brought by two former directors of the Company's non-operating Bangalore, India subsidiary seeking indemnification against potential Indian tax liabilities. The Company continues to believe these indemnification claims as well as their associated underlying Indian tax claims are without merit and is maintaining a vigorous defense.

The Company will immediately proceed to change its name to Live Microsystems. Live Microsystems, with its remaining assets and liabilities, will continue to trade on the limited-disclosure tier of OTC Markets and has applied for the new stock symbol LMSC.

Investors seeking future information concerning the company or its stock are advised to look for company press releases filed on the OTC Markets under the symbol LMSC. This will be the only location that future corporate information is guaranteed to be posted.

Also effective with the closing, the majority of the Company's employees have become employees of OnMobile. Further, the Company announces the following management changes:

-- Robert Pons will continue as Chairman of the Board of Live Microsystems;

-- Matthew Stecker will retain his role as CEO of Live Microsystems, and

also become Treasurer;

-- Todd Donahue, formerly CFO, has accepted a leadership role at OnMobile;

-- Matt Gerritsen will retain his role as General Counsel of Live

Microsystems

"We're excited to have closed this transaction and are eagerly pursuing new business opportunities that will allow us to take advantage of our operating structure and large cumulative NOL in a way that is favorable for all shareholders. We will also be working to secure successful redemption of escrow funds related to the OnMobile transaction as well as favorably dispose of existing litigation," said Matthew Stecker, CEO of Live Microsystems.

Littleton, Mass. and Cambridge, U.K.— Livewire Mobile, Inc. (OTC Markets: LVWR), a leader in providing end-to-end managed mobile entertainment solutions for network operators and consumer device manufacturers, announced today that it has entered into a definitive agreement for substantially all its business assets and certain liabilities to be acquired by OnMobile Global Limited, a global leader in telecom value-added services.

Under the terms of the agreement, Livewire Mobile will receive $17.8M USD for its existing business assets subject to certain escrow and performance contingencies. It is the Company’s expectation that the holders of senior secured convertible notes will convert a majority of their notes and vote the converted shares in favor of this transaction, which could amount to approximately 80% of the then fully-diluted outstanding shares.

“We’re incredibly excited to become part of OnMobile to create the world’s leading carrier VAS company,” said Matthew Stecker, President and CEO of Livewire Mobile. “Upon evaluation of several strategic alternatives made possible by our recent revenue growth, our Board concluded that this transaction was the best path to maximizing value for our shareholders and for our customers.”

“OnMobile is a well-respected leader in delivering value-added services to mobile operators around the world with a very complementary suite of mobile services and geographical footprint to ours. Our customers will be well-served not only by the one-stop access to additional mobile entertainment services, but also by OnMobile’s dedication to quality and innovation and their substantial development resources,” said Mr. Stecker.

“We have great respect for the strong long-standing relationships that Livewire Mobile has built with its customers as well as its expertise in delivering innovative mobile music services,” said Mouli Raman, CEO of OnMobile Global Limited. “We fully appreciate the value that Livewire Mobile provides and look forward to working together with Livewire’s employees, partners, and customers as we continue to invest towards positively impacting people’s lives using mobile technology.”

The transaction is targeted to close on June 30 upon satisfaction of various customary closing conditions.

The resultant new U.S.-based entity, OnMobile Live, LLC., will incorporate all of the services provided by Livewire Mobile, including its wholly-owned U.K. subsidiary, FoneStarz, and plans to retain and grow substantially all of Livewire’s existing offices, personnel, platforms and products worldwide.

Livewire Mobile is a registered service mark. Other trademarks are properties of their respective owners.

About OnMobile

OnMobile [NSE India: ONMOBILE], headquartered in Bangalore, India, with services in 59 countries, is the leading Value Added Services [VAS] company for Mobile, Landline and Media Service Providers. OnMobile offers an innovative array of products in Mobile Entertainment, Search and Discovery, Data Services and Mobile Social Networking and is a leader in the VAS Managed Services industry. The products span a range of channels including SMS, Voice, Video, WAP, Web, USSD and On-Device Portals, enabling OnMobile’s 92 telecom and media customers to generate high revenues. With over 1600 employees worldwide, OnMobile has offices around the globe, including London, Paris, Madrid, Silicon Valley, Miami and Seattle.

Forward Looking Statements

Statements other than historical facts included or referred to in this Press Release are “forward-looking statements” including forward-looking statements about the expected closing date of the transaction, the conversion of senior secured convertible notes and favorable vote by holders of these notes, and OnMobile plans to retain and grow substantially all of Livewire’s existing offices, personnel, platforms and products worldwide. These statements are based on management’s expectations as of the date of this document and are subject to uncertainties and changes in circumstances. Actual results may differ materially from these expectations due to risks and uncertainties including, but not limited to, uncertainties with respect to the anticipated closing date of the transaction, conversion of senior secured convertible notes and favorable vote by holders of these notes, and OnMobile plans to retain and grow substantially all of Livewire’s existing offices, personnel, platforms and products worldwide. In addition, while management may elect to update forward-looking statements at some point in the future, management specifically disclaims any obligation to do so, even if its estimates change. Any reference to our website in this press release is not intended to incorporate the contents thereof into this press release or any other public announcement.